This Escrow Services Agreement (this “Agreement”)
is made and entered into as of [●] by and between Prime Trust, LLC (“Prime Trust” or “Escrow Agent”)
and [●] (the “Issuer”).
WHEREAS, the Issuer
proposes to offer for sale and sell securities to prospective investors (“Subscribers”), as disclosed in its offering
materials, in a registered offering pursuant to the Securities Act of 1933, as amended, or exemption from registration (i.e. Regulation
A+, D or S) (the “Offering”), the equity, debt or other securities of the Issuer (the “Securities”) in
the amount of at least [●] (the “Minimum Amount of the Offering”) and up to the maximum amount of [●] (the
“Maximum Amount of the Offering”).
WHEREAS, Issuer desires
to establish an Escrow Account in which funds received from Subscribers will be held during the Offering, subject to the terms
and conditions of this Agreement.
WHEREAS, Prime Trust
agrees to serve as third-party escrow agent for the Subscribers with respect to such Escrow Account (as defined below) in accordance
with the terms and conditions set forth herein.
NOW THEREFORE, in
consideration for the mutual covenants, promises, agreements, representations, and warranties contained in this Agreement and other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties herby agree as follows:
Establishment of Escrow Account. Prior to the Issuer initiating the Offering, and prior
to the receipt of the first Subscriber funds, Escrow Agent shall establish an account for the Issuer (the “Escrow Account”).
All parties agree to maintain the Escrow Account and Escrow Amount (as defined below) in a manner that is compliant with banking
and securities regulations. For purposes of communications and directives, Escrow Agent shall be the sole administrator of the
Escrow Period. The escrow period (“Escrow Period”) shall begin with the commencement
of the Offering and shall be held in the Escrow Account for the benefit of Subscribers, upon the earlier to occur of the following:
The date upon which the Minimum Amount of the Offering is received, in bona fide transactions that
are fully paid for with cleared funds, which is defined to occur when Escrow Agent has received gross proceeds of at least Minimum
Offering Amount that have cleared in the Escrow Account and the Issuer has instructed a partial or full closing on those funds.;
[●] if the Minimum Amount of the Offering has not been reached; or
The date upon which a determination is made by Issuer and/or their authorized representatives,
to terminate the Offering; or.
Escrow Agent’s exercise of the termination rights specified in Section 8.
During the Escrow Period, the parties
agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and that (ii) Issuer is not
entitled to any funds received into the Escrow Account, and that no amounts deposited into the Escrow Account shall become the
property of Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of Issuer or any other entity,
until the contingency has been satisfied by the sale of the Minimum Amount of the Offering to such investors in bona fide transactions
that are fully paid and cleared.
Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its
agents to transmit their data and subscription amounts, via Escrow Agent’s technology systems (“Issuer Dashboard”),
directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable
regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime
Trust, LLC as Escrow Agent for Investors in [●]”) for deposit into the Escrow Account. Escrow Agent shall process all
Escrow Amounts for collection through the banking system, shall hold such funds, and shall maintain an accounting of each deposit
posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities
purchased, and the amount paid. All monies so deposited in the Escrow Account and which have cleared the banking system are hereinafter
referred to as the "Escrow Amount." No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account.
Issuer shall promptly, concurrent with any new or modified Subscription Agreement and/or offering documents, provide Escrow Agent
with a copy of the Subscriber’s subscription and other information as may be reasonably requested by Escrow Agent in the
performance of their duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any
funds delivered to it hereunder. Issuer shall assist Escrow Agent with clearing any and all AML and ACH exceptions.
Funds Hold — clearing, settlement and risk management
policy: All parties agree that funds are considered “cleared” as follows:
* Wires — 24 hours after receipt of funds
* Checks — 10 days after deposit
* ACH — As transaction must clear in a manner similar to checks, and as Federal regulations provide investors with 60 days
to recall funds. For risk reduction and protection, in making an effort to provide flexibility to Issuer, the Escrow Agent shall
at its discretion post funds as cleared starting 10 calendar days after receipt. Of course, regardless of this operating policy,
Issuer remains liable to immediately and without protestation or delay return to Prime Trust any funds recalled for whatever reason
pursuant to Federal regulations.
Notwithstanding the foregoing,
cleared funds remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations.
Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent
Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate
practices that are not consistent with laws, rules, regulations or best practices.
Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum
Amount of the Offering prior to the termination of the Escrow Period, Escrow Agent shall terminate the Escrow Account and make
a full and prompt return of cleared funds to each Subscriber to the Offering.
In the event Escrow Agent receives
cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point
thereafter and Escrow Agent receives a written instruction from Issuer (generally via notification on the Issuer Dashboard), Escrow
Agent shall, pursuant to those instructions, make a disbursement to the Issuer from the Escrow Account. Issuer acknowledges that
there is a 24-hour (one business day) processing time once a request has been received to disburse funds from the Escrow Account.
Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from registered securities brokers in the syndicate,
if any, or from the API integrated platform or portal through which this offering is being conducted, if any.
Collection Procedure. Escrow Agent is hereby authorized, upon receipt of Subscriber funds,
to promptly deposit them in the Escrow Account. Any Subscriber funds which fail to clear or are subsequently reversed, including
but not limited to ACH chargebacks and wire recalls, shall be debited to the Escrow Account, with such debits reflected on the
Escrow Account ledger accessible via Escrow Agent’s API or dashboard technology. Any and all escrow fees paid by Issuer,
including those for funds receipt and processing are non-refundable, regardless of whether ultimately cleared, failed, rescinded,
returned or recalled. In the event of any Subscriber refunds, returns or recalls after funds have already been remitted to Issuer,
then Issuer hereby irrevocably agrees to immediately and without delay or dispute send equivalent funds to Escrow Agent to cover
such refunds, returns or recalls. If Issuer has any dispute or disagreement with its Subscriber then that is separate and apart
from this Agreement and Issuer will address such situation directly with said Subscriber, including taking whatever actions Issuer
determines appropriate, but Issuer shall regardless remit funds to Escrow Agent and not involve Escrow Agent in any such disputes.
Escrow Administration Fees, Compensation of Prime Trust. Escrow Agent is entitled to escrow
administration fees from Issuer as set forth in Schedule A attached hereto. All fees are charged immediately upon receipt
of this Agreement and then immediately as they are incurred in Escrow Agent’s performance hereunder and are not contingent
in any way on the success or failure of the Offering or transactions contemplate by this Agreement. No fees, charges or expense
reimbursements of Escrow Agent are reimbursable, and are not subject to pro-rata analysis. All fees and charges, if not paid by
a representative of Issuer (e.g. funding platform, lead syndicate broker, etc.), may be made via either Issuers credit card or
ACH information on file with Escrow Agent. Escrow Agent may also collect its fee(s), at its option, from any other account held
by the Issuer at Prime Trust. It is acknowledged and agreed that no fees, reimbursement for costs and expenses, indemnification
for any damages incurred by Issuer or Escrow Agent shall be paid out of or chargeable to the investor funds on deposit in the Escrow
Representations and Warranties. The Issuer covenants and makes the following representations
and warranties to Escrow Agent:
It is duly organized, validly existing, and in good standing under the laws of the state of its
incorporation or organization and has full power and authority to execute and deliver this Agreement and to perform its obligations
This Agreement and the transactions contemplated thereby have been duly approved by all necessary
actions, including any necessary shareholder or membership approval, has been executed by its duly authorized officers, and constitutes
a valid and binding agreement enforceable in accordance with its terms.
The execution, delivery, and performance of this Agreement is in accordance with the agreements
related to the Offering and will not violate, conflict with, or cause a default under its articles of incorporation, bylaws, management
agreement or other organizational document, as applicable, any applicable law, rule or regulation, any court order or administrative
ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding
arrangement, including the agreements related to the Offering, to which it is a party or any of its property is subject.
The Offering shall contain a statement that Escrow Agent has not investigated the desirability
or advisability of investment in the Securities nor approved, endorsed or passed upon the merits of purchasing the Securities;
and the name of Escrow Agent has not and shall not be used in any manner in connection with the Offering of the Securities other
than to state that Escrow Agent has agreed to serve as escrow agent for the limited purposes set forth in this Agreement.
No party other than the parties hereto has, or shall have, any lien, claim or security interest
in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction
claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.
It possesses such valid and current licenses, certificates, authorizations or permits issued by
the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct its respective businesses, and it
has not received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such license,
certificate, authorization or permit.
Its business activities are in no way related to Cannabis, gambling, pornography, or firearms.
The Offering complies in all material respects with the Act and all applicable laws, rules and
Issuer shall make no representation or implication that the Escrow Agent has investigated the desirability
or advisability of investment in the Securities or has approved, endorsed or passed upon the merits of the investment therein and
that the name of the Escrow Agent has not and shall not be used in any manner in connection with the offer or sale of the Securities
other than to state that the Escrow Agent has agreed to serve as escrow agent for the limited purposes set forth herein.
All of its representations and
warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any disbursement
of Escrow Funds.
Term and Termination. This Agreement will remain in full force during the Escrow Period
and shall terminate upon the following:
As set forth in Section 2.
Termination for Convenience. Any party may terminate this Agreement at any time for any reason
by giving at least thirty (30) days’ written notice.
Escrow Agent’s Resignation. Escrow Agent may unilaterally resign by giving written notice
to Issuer, whereupon Issuer will immediately appoint a successor escrow agent. Without limiting the generality of the foregoing,
Escrow Agent may terminate this Agreement and thereby unilaterally resign under the circumstances specified in Section 2. Until
a successor escrow agent accepts appointment or until another disposition of the subject matter has been agreed upon by the parties,
following such resignation notice, Escrow Agent shall be discharged of all of its duties hereunder save to keep the subject matter
Binding Arbitration, Applicable Law, Venue, and Attorney’s Fees. This Agreement is
governed by, and will be interpreted and enforced in accordance with the laws of the State of Nevada, as applicable, without regard
to principles of conflict of laws. Any claim or dispute arising under this Agreement may only be brought in arbitration, pursuant
to the rules of the American Arbitration Association, with venue in Clark County, Nevada. The parties consent to this method of
dispute resolution, as well as jurisdiction, and consent to this being a convenient forum for any such claim or dispute and waives
any right it may have to object to either the method or jurisdiction for such claim or dispute. Furthermore, the prevailing party
shall be entitled to recover damages plus reasonable attorney’s fees and costs and the decision of the arbitrator shall be
final, binding and enforceable in any court.
Limited Capacity of Escrow Agent. This Agreement expressly and exclusively sets forth the
duties of Escrow Agent with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read
into this Agreement against Escrow Agent. Escrow Agent acts hereunder as an escrow agent only and is not associated, affiliated,
or involved in the business decisions or business activities of Issuer, portal, or Subscriber. Escrow Agent is not responsible
or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of this Agreement
or any part thereof, or for the form of execution thereof, or for the identity or authority of any person executing or depositing
such subject matter. Escrow Agent shall be under no duty to investigate or inquire as to the validity or accuracy of any document,
agreement, instruction, or request furnished to it hereunder, including, without limitation, the authority or the identity of any
signer thereof, believed by it to be genuine, and Escrow Agent may rely and act upon, and shall not be liable for acting or not
acting upon, any such document, agreement, instruction, or request. Escrow Agent shall in no way be responsible for notifying,
nor shall it be responsible to notify, any party thereto or any other party interested in this Agreement of any payment required
or maturity occurring under this Agreement or under the terms of any instrument deposited herewith. Escrow Agent’s entire
liability and exclusive remedy in any cause of action based on contract, tort, or otherwise in connection with any services furnished
pursuant to this Agreement shall be limited to the total fees paid to Escrow Agent by Issuer. The Escrow Agent shall not be called
upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities
or other property deposited hereunder. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question
as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any
dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever
in acting in accordance with the reasonable opinion or instruction of such counsel. Issuer shall promptly pay, upon demand, the
reasonable fees and expenses of any such counsel.
Indemnity. Issuer agrees to defend, indemnify and hold Escrow Agent and its related entities,
directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers
(collectively “Escrow Agent Indemnified Parties”) harmless from and against any loss, liability, claim, or demand,
including attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of (i) this
Agreement or a breach of any provision in this Agreement, or (ii) any change in regulation or law, state or federal, and the enforcement
or prosecution of such as such authorities may apply to or against Issuer. This indemnity shall include, but is not limited to,
all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party
subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by
a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties
based on a connection or alleged connection between this Agreement and Issuers business and/or associated persons. These defense,
indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control
the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel,
and Issuer agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.
Entire Agreement, Severability and Force Majeure. This Agreement contains the entire agreement
between Issuer and Escrow Agent regarding the Escrow Account. If any provision of this Agreement is held invalid, the remainder
of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform
due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including
strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor
failures (including information technology providers), or other similar causes.
Escrow Agent Compliance. Escrow Agent may, at its sole discretion, comply with any new,
changed, or reinterpreted regulatory or legal rules, laws or regulations, law enforcement or prosecution policies, and any interpretations
of any of the foregoing, and without necessity of notice, Escrow Agent may (i) modify either this Agreement or the Escrow Account,
or both, to comply with or conform to such changes or interpretations or (ii) terminate this Agreement or the Escrow Account or
both if, in the sole and absolute discretion of Escrow Agent, changes in law enforcement or prosecution policies (or enactment
or issuance of new laws or regulations) applicable to the Issuer might expose Escrow Agent to a risk of criminal or civil prosecution,
and/or of governmental or regulatory sanctions or forfeitures if Escrow Agent were to continue its performance under this Agreement.
Furthermore, all parties agree that this Agreement shall continue in full force and be valid, unchanged and binding upon any successors
of Escrow Agent. Changes to this Agreement will be sent to Issuer via email. Escrow Agent may act or refrain from acting in respect
of any matter referred to in this Escrow Agreement in full reliance upon and by and with the advice of its legal counsel and shall
be fully protected in so acting or in refraining from acting upon advice of counsel. In the event that the Escrow Agent shall be
uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other
than to keep safe the Escrow Amounts until directed otherwise by a court of competent jurisdiction or, (ii) interpead the Escrow
Amount to a court of competent jurisdiction.
Waivers. No waiver by any party to this Agreement of any condition or breach of any provision
of this Agreement will be effective unless in writing. No waiver by any party of any such condition or breach, in any one instance,
will be deemed to be a further or continuing waiver of any such condition or breach or a waiver of any other condition or breach
of any other provision contained in this Agreement.
Notices. Any notice to Escrow Agent is to be sent to email@example.com. Any notices
to Issuer will be to [●] .
Any party may change their notice
or email address giving notice thereof in accordance with this Paragraph. All notices hereunder shall be deemed given: (1) if served
in person, when served; (2) if sent by facsimile or email, on the date of transmission if before 6:00 p.m. Eastern time, provided
that a hard copy of such notice is also sent by either a nationally recognized overnight courier or by U.S. Mail, first class;
(3) if by overnight courier, by a nationally recognized courier which has a system of providing evidence of delivery, on the first
business day after delivery to the courier; or (4) if by U.S. Mail, on the third day after deposit in the mail, postage prepaid,
certified mail, return receipt requested. Furthermore, all parties hereby agree that all current and future notices, confirmations
and other communications regarding this Agreement specifically, and future communications in general between the parties, may be
made by email, sent to the email address of record as set forth above or as otherwise from time to time changed or updated in Issuer
Dashboard, directly by the party changing such information, without necessity of confirmation of receipt, delivery or reading,
and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any
such electronically-sent communication fails to be received for any reason, including but not limited to such communications being
diverted to the recipients’ spam filters by the recipients email service provider or technology, or due to a recipients’
change of address, or due to technology issues by the recipients’ service provider, the parties agree that the burden of
such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications
via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all
purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent
to Issuer, including statements, and if such documents are desired then that party agrees to directly and personally print, at
their own expense, the electronically-sent communication(s) or dashboard reports and maintaining such physical records in any manner
or form that they desire. Your Consent is Hereby Given: By signing this Agreement electronically, you explicitly agree to this
Agreement and to receive documents electronically, including your copy of this signed Agreement as well as ongoing disclosures,
communications and notices.
Counterparts; Facsimile; Email; Signatures; Electronic Signatures. This Agreement may be executed
in counterparts, each of which will be deemed an original and all of which, taken together, will constitute one and the same instrument,
binding on each signatory thereto. This Agreement may be executed by signatures, electronically or otherwise, and delivered by
email in .pdf format, which shall be binding upon each signing party to the same extent as an original executed version hereof.
Substitute Form W–9: Taxpayer Identification Number certification and backup withholding
statement. PRIVACY ACT STATEMENT: Section 6109 of the Internal Revenue Code requires you (Issuer) to provide us with your correct
Taxpayer Identification Number (TIN). Under penalties of Perjury, Issuer certifies that: (1) The tax identification number
provided to Escrow Agent is the correct taxpayer identification number and (2) Issuer is not subject to backup withholding because:
(a) Issuer is exempt from backup withholding, or, (b) Issuer has not been notified by the Internal Revenue Service (IRS) that it
is subject to backup withholding. Notification Obligation: Issuer agrees to immediately inform Prime Trust in writing if
it has been, or at any time in the future is notified by the IRS that Issuer is subject to backup withholding.
Survival. Even after this Agreement is terminated, certain provisions will remain in effect,
including but not limited to Sections 3, 4, 5, 10, 11, 12 and 14 of this Agreement. Upon any termination, Escrow Agent shall be
compensated for the services as of the date of the termination or removal.
[Signature Page Follows]
Consent is Hereby Given: By signing
this Agreement electronically, Issuer explicitly agrees to receive documents electronically including its copy of this signed Agreement
as well as ongoing disclosures, communications, and notices.
Agreed as of the date set forth above by and between: